EXHIBIT 5.1
Sidley Xxxxxx Xxxxx & Xxxx
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
DALLAS Bank One Plaza BEIJING
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LOS ANGELES 00 X. Xxxxxxxx Xxxxxx XXXX XXXX
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XXX XXXX Xxxxxxx, Xxxxxxxx 00000 LONDON
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SAN FRANCISCO Telephone 000 000 0000 SHANGHAI
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SEATTLE Facsimile 312 853 7036 SINGAPORE
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WASHINGTON, D.C. xxx.xxxxxx.xxx TOKYO
Founded 1866
August 8, 2001
CDW Computer Centers, Inc.
000 Xxxxx Xxxxxxxxx Xxx.
Xxxxxx Xxxxx, XX 00000
Re: 500,000 Shares
of Common Stock, $.01 par value per share
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Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3 (the "Registration
Statement") filed on August 8, 2001 pursuant to Rule 462(b) by CDW Computer
Centers, Inc., an Illinois corporation (the "Company"), with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the registration of 500,000 shares
of Common Stock, $.01 par value per share (the "Shares"), of the Company to be
sold by certain shareholders of the Company (collectively, the "Selling
Stockholders").
We are familiar with the proceedings to date with respect to the
proposed sale of the Shares contemplated by the Registration Statement and have
examined such records, documents and questions of law, and satisfied ourselves
as to such matters of fact, as we have considered relevant and necessary as a
basis for this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing under the
laws of the State of Illinois; and
2. The Shares are validly issued, fully paid and nonassessable.
Sidley Xxxxxx Xxxxx & Xxxx Chicago
CDW Computer Centers, Inc.
August 8, 2001
Page 2
We do not find it necessary for the purposes of this opinion to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states to the sale of the Shares as contemplated
by the Registration Statement.
This opinion is limited to the Illinois Business Corporation Act.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement. In giving such consent, we do not thereby
admit that we are within the category of persons for whom consent is required by
Section 7 of the Securities Act or the related rules promulgated by the
Commission thereunder.
Very truly yours,
/s/ Sidley Xxxxxx Xxxxx & Xxxx
